EXECUTION COPY Exhibit 10.4
ASSET PURCHASE AGREEMENT
DATED: 27 November 2003
BETWEEN:
1. Point Match USA Inc. company organized and existing under the laws of
the State of Delaware, having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Seller"), and
2. MatchNet Plc., a company organized and existing under the laws of
England, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Purchaser").
Together, Seller and Purchaser are "Parties" and each is a "Party."
WHEREAS
A. The Seller is engaged In the business of online dating in the United
States and owns, certain assets, and wishes to sell such assets, and to
assign certain agreements to Purchaser, and to further cooperate with
the Purchaser on the terms set forth herein below; and
B. Purchaser wishes to purchase the assets mentioned above from the Seller,
and to receive by way of assignment certain agreements and to further
cooperate with Seller, as set forth below.
NOW THEREFORE, In consideration of the foregoing premises, the mutual covenants
and agreements contained herein, and such other good and valuable consideration,
the Parties hereby agree as follows:
1. Definitions
When used in this Agreement, each of the following terms shall have the
meaning attributed to it below:
1.1. "ASSIGNED AGREEMENTS" means the Agreement of Lease between ▇▇▇▇
▇▇▇▇▇▇▇▇ Associates and the Seller, dated May 1, 2003.
1.2. "ASSETS" means the goodwill related to the business of Online
Dating as herein defined including Domain Names, the Purchased
Trademarks, the Database, and the Additional Agreements.
1.3. "CLOSING DATE" means the date which is 28 days after the Signing,
or a subsequent date, as Purchaser will notify Seller in writing,
provided however, that the Closing Date shall not be later than
January 7, 2004.
1.4. "DATABASE" means the database containing all of the data of the
Members and Subscribers in the Website (including profiles,
pictures and billing information).
1.5. "DOMAIN NAMES" means the following registered domain names:
▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇.▇▇▇.
1.6. "MEMBER" means a person whose profile is contained in the,
Database.
1.7. "ONLINE DATING" means the provision of services via the Internet
or other interactive media (other than IVR - Interactive Voice
Response, provided that IVR shall not mean to include data
displayed profile), whereby persons can create a profile, in a
database and search and contact other persons with profiles in
that database, with the intent of meeting those other persons for
romantic relationships
1.8. "PRIVATE LABEL" means aversion of either the Purchaser's
AmericanSingles or JDate websites, which utilises Purchaser's
database and technology and is operated by Purchaser, but which
will be branded and marketed as agreed elsewhere in this
Agreement. A sample home page of a Private Label operated by
Purchaser is attached as Exhibit 1.8.
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1.9 "PARENT'S MAJOR SHAREHOLDERS" means each of Mapal Communications
Ltd., an Israeli company (company number 51-282151-3), Zion
Madmon and Nimrod Lev, who are shareholders of Seller's parent
company.
1.10 "SIGNING DATE" means the date on which this Agreement is signed.
1.11 "SUBSCRIBER" means a Member who has made at least one purchase
from the Website.
1.12 "SOFTWARE" - shall mean all programming code source and object
code relating to the Website.
1.13. "PURCHASED TRADEMARKS" means all trademarks associated with the
Website, i.e. - Jcupid and Jcupidmail (the "Trademarks") (none of
them is registered), Domain Names and all goodwill and common law
rights arising therefrom.
1.14. "TECHNOLOGY" means all systems and databases (apart from the
Database), Software (including the search engine operated in the
Website), algorithms and intellectual property (apart from Domain
Names) that belong to the Seller
1.15. "WEBSITE" means the website located at the url ▇▇▇.▇▇▇▇▇▇.▇▇▇,
which is currently owned and operated by the Seller.
1.16. "CUPIDUSA" - means the website located at the url
▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ which is owned and operated by the Seller and is
not targeted to the Jewish and/or Israeli community.
2. The Transaction.
Upon and subject to the terms and conditions of this Agreement, the
Seller shall sell the Assets to the Purchaser and the Purchaser shall
purchase the Assets. In addition, the Seller shall have the option to
assign the Assigned Agreements to the Purchaser.
3. Sale of Assets and Purchase Price.
3.1 Upon Seller's receipt of the Purchase Price set forth in Section
3.2, below, the Seller transfers and sells to Purchaser any and
all of the Seller's rights, title and interest in and to all the
Assets, free of all pledges, liens, encumbrances, charges or
security interests, or attachments or any third party rights.
3.2 As consideration for the purchase of the Assets, the Purchaser
shall pay the Seller the Purchase Price of US$500,000 (five
hundred thousands US dollars) on the Closing.
4. Excluded Assets.
Except for the Assets which are expressly set forth in this Agreement to
be transferred to Purchaser pursuant to this Agreement, the Purchaser
shall not be entitled, and shall not receive any right in any other
asset that belongs to Seller. Without derogating from the above, the
following are expressly excluded from the Assets under this Agreement:
4.1. All Seller's tangible assets, including and not limited to:
servers, office equipment.
4.2. The Technology and Software.
4.3. Seller's trademarks except for the Purchased Trademarks.
4.4. Any and all rights in connection with the database and operation
of CUPIDUSA, Including, but not limited to, CupidUSA's Database,
domain names, trademarks and other proprietary assets.
4.5. Any assets of Seller relating to the business of Seller in the
areas other than that of Online Dating, and that is targeted for
Israeli and/or Jewish users.
5. CupidUSA
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5.1. As part of the consideration referred to in Section. 6.1 below,
the Seller shall have the option, within 24 months from the
Closing Date, to initiate Private Label relationships with
MatchNet's AmericanSingles. In such event, the database of
CupidUSA will be merged into the Purchaser's AMERICAN SINGLES
database and CupidUSA's website will become a Private Label
AmericanSingles site. Seller shall continue to own any trademarks
associated with CupidUSA, but shall licence them to Purchaser in
a manner which will enable Purchaser to operate the Private
Label. Purchaser shall accommodate, to the extent practical,
Seller's interface requirements within Purchaser's then-current
Private Label solution. In such event the Seller shall be
entitled to receive 60% of the revenues generated from existing
Members at the time of such merge, and new Members that will join
the service through the CupidUSA Private Label site, including
but not limited to renewals of membership by such members.
Purchaser shall report, within 15 days after the close of a
certain month, all revenues generated as provided hereinbefore
and shall transfer to Seller Seller's part of such revenues.
5.2. At any time after the merge in Section 5.1 above occurs, Seller
shall have the option to separate the database of CupidUSA from
the Purchaser's AMERICAN SINGLES database. In such case Purchaser
shall return the CupidUSA database to Seller within 60 days from
receipt of Seller's notification in this regard. The CupidUSA
database shall be transferred in the form and media as shall be
agreed between the Parties CTOs. If Purchaser fails, without
Seller's consent, to return the CupidUSA database within said 60
days, than, without derogating from any remedy Seller is entitled
to under law, Purchaser shall pay Seller an agreed upon
liquidated damages in the amount equal to 120% of the revenue
collected from the CupidUSA members during the period of the
delay. Purchaser shall be entitled to maintain a copy of the
database that includes only Members that joined CupidUSA from the
start date of the provision by Purchaser of the private label
service referred to in Section 5.1 above to the separation date,
provided, however, that Purchaser shall pay 60% of any revenues
received from such Members during a six months period after the
actual separation of the databases.
6. Closing.
At 12:00 Israel time, on the Closing Date, the Parties shall convene in
the offices of Seller's counsel, ▇▇▇▇▇▇, Aharonl, ▇▇▇▇▇ and Co., at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tel Aviv, and shall perform the following
simultaneously:
6.1. Purchaser shall pay the Purchase Price to the Seller, by Bank
cheque, or wire transfer.
6.2. Seller shall provide the Purchaser a copy of the Database in the
form and media as attached as Exhibit 6.2.
6.3. Seller shall deliver to Purchaser a signed power of attorney to
▇▇▇▇▇ ▇▇▇▇▇▇▇, Adv., counsel to the Seller and / or ▇▇▇▇ ▇▇▇▇▇▇▇,
Esq. to complete the above registration, in the form attached
hereto as Exhibit 6.3.
6.4. Seller shall deliver to Purchaser: (I) a perpetual,
non-transferable, licence to utilise the Trademarks in the Online
Dating, attached hereto as Exhibit 6.4. and (II) Seller shall
further consent, to the extent possible under law; to Purchaser's
right to register the Trademarks (or part thereof) under
Purchaser's name, provided, however, that the registration will
be limited to use only in the Online Dating.
6.5. Seller and purchaser shall sign the required assignment, in a
form acceptable to the parties, for the Assigned Agreements. Each
party shall receive an original signed copy of the assignments.
6.6 Seller shall deliver to Purchaser an executed letter from Mapal,
in the form attached hereto as Exhibit 6.6. under which Mapal
guarantees that Seller shall not: (i) become insolvent, (ii) have
a receiver or administrator appointed or (iii) shall not file a
petition in bankruptcy, voluntarily or involuntarily, all for the
period of 90 days from the Closing Date.
6.7 Seller shall provide Purchaser with a compliance certificate duty
executed by an executive officer of Seller, in the form attached
hereto as Exhibit 6.7.
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7. Post-Closing Period.
Following the Closing Date, for a period of up to 45 days, as necessary,
Seller shall co-operate with Purchaser and at Purchaser's request shall:
7.1. Upon Closing and at the Purchaser's request, Seller shall Create
and transfer a file of the Database, as exists on the date
requested, in a format as and detailed in Exhibit 6.2. If
Purchaser need to amend or make other alterations in the form and
media of the Database, than Seller undertakes to co-operate with
Purchasers needs and requirements.
7.2. Seller shall fully cooperate with Purchaser in the construction
of websites, which will be designed at Purchaser's discretion,
and in the transfer of all data and other technical necessities
to Purchaser.
7.3. [Deleted]
7.4. Upon Closing and until the completion of the transfer of the
Database and the merger of the Website with the Purchaser's
website, the Seller shall continue to operate the Website. Seller
shall transfer all revenues from the Website in such period to
Purchaser and the Purchaser shall pay the Seller, at the
beginning of each week the amount of US$17,000, per such week of
operation, to cover any and all cost and expenses in connection
with the Website.
7.5. [Deleted]
7.6. Direct all Domain Names to the DNS servers as directed by
purchaser.
7.7. Upon the completion of the transfer of the database Purchaser
shall continue to provide the service under the domain name
▇▇▇▇▇▇.▇▇▇ as a Private Label of Purchaser's ▇▇▇▇▇.▇▇▇ service.
Purchaser shall accommodate, to the extent practical, Seller's
interface requirements within Purchaser's then-current Private
Label solution. Seller shall have the right, at any time and in
its sole discretion, to continue to market ▇▇▇▇▇▇.▇▇▇ in
coordination with Purchaser, upon which event purchaser shall
license any trademarks relating to JCupid which will be owned by
Purchaser, as a result of this Agreement, to Seller, for such
purpose. In such event the Seller shall receive from Purchaser
20% of the subscription revenues generated from new Members
(defined as users that register to Purchaser's JDate service
after the Signing Date, through the Private Label ▇▇▇▇▇▇.▇▇▇,
including renewal of subscriptions thereof.
7.8. Cease all operation of the Website and as it is obligated to so
under Section 11.1 below (Non-compete) when directed by
Purchaser, including the provision of written certification that
all of the copies of the Database in its possession and which it
knows to exist, other than those delivered to Seller, have been
destroyed.
7.9. Seller shall fully cooperate and assist to Purchaser in assigning
the rights and obligations of the Members to Purchaser, including
assignment of payments by credit cards.
7.10. Seller undertakes to fill the required applications in order to
complete and execute the assignment of the ownership of the
Domain Names to Purchaser.
8. No Assumption of Liabilities Accruing Prior to Closing Date;
Indemnification.
8.1. Seller acknowledges that Purchaser is not purchasing or assuming
any liabilities, obligations or indebtedness of the Seller, or
relating to the Assets, arising from any event prior to the
Closing Date, other than the provision of Online Dating services
to Subscribers who have paid Seller for such services (the
"Excluded Liabilities"). Seller hereby agrees to pay, perform and
discharge the Excluded Liabilities, and to defend, indemnify and
hold Purchaser harmless from and against any and all claims,
costs, expenses, liabilities or losses or damages, including
attorneys' fees and court costs incurred by Purchaser relating to
or arising out of the Excluded Liabilities, no matter when
occurred. Without derogating from the above, the aggregate
obligation to indemnify the Purchaser under this Section and this
Agreement shall not exceed 100% of the Purchase Price.
8.2. Subject to the terms and conditions of this Agreement, the
Purchaser hereby agrees to defend, indemnify and hold Seller
harmless from and against any and all claims, costs, expenses,
liabilities or losses or damages, including attorneys' fees and
court costs incurred by Seller relating to or arising out of the
Assets which accrue following the Closing Date, other than any
claims or liabilities that arise solely from Seller's own
negligence in its operation of the Website following the Closing
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Date. The aggregate obligation to indemnify the Seller under this
Section and this Agreement shall not exceed 100% of the Purchase
Price.
9. Due Diligence.
During the period of 14 business days from the Signing (the "Due
Diligence Period"), the Purchaser may conduct a due diligence
examination of Seller's representations (the "Due Diligence
Examination") that are mentioned in Exhibit 11.1 to this Agreement and
additional information, and/or documentation, and/or confirmation and/or
verification in order to verify the representations in Exhibit 11.1 (the
"Due Diligence Representations"). To avoid any doubts it is clarified
that the Due Diligence Examination shall be limited solely to the issues
that are mentioned in Exhibit 11.1 to this Agreement and shall nor refer
to the Seller's representations as detailed in Section 11.2 - 11.12,
below.
10. Non-Competition.
10.1. Subject to the provisions of this Agreement, Seller agrees and
covenants that it will not, during and for a period of three (3)
years after the Closing Date, directly or indirectly, whether as
principal, agent, stockholder, consultant, partner, member, or in
any other capacity whatsoever, participate in, engage in, or be
in any manner associated with the development, publishing,
marketing, distribution, creation, assisting, licensing or sale
of any venture in the area of Online Dating that is targeted for
Israeli and/or Jewish users, unless otherwise agreed between the
Parties or their affiliates, in writing.
10.2. In addition to Section 10.1 above, Seller undertakes to cause
each of the Parent's Major Shareholders and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, to
sign a non-competition letter (the "Parent's Major Shareholders
Undertaking") in the form attached as Exhibit 10.2 to this
Agreement, under which each of them, severally and not jointly
agrees and covenants not to compete with the Purchaser, directly
or indirectly, during and for a period of three (3) years after
the Closing Date in the area of Online Dating that is targeted
for Israeli and/or Jewish users, unless otherwise agreed between
the Parties or their affiliates, in writing. The Parent's Major
Shareholders Undertaking shall include a financial investment in
the area of Online Dating in excess of 5% of the beneficial
interest of any company or venture.
10.3. For the avoidance of doubt, the Seller and Parent's Major
Shareholders shall have no limitation whatsoever to act in areas
that are not dating on the Internet that is targeted for Israeli
and/or Jewish users.
10.4. The Seller approves and undertakes to cause each of the Parent's
Major Shareholders to approve in writing that they acknowledge
and agree that because of the worldwide access of the Internet
and World Wide Web, the provisions of Section 11 are reasonable
with respect to the scope of restriction, duration and the
geographic scope and are reasonably necessary to protect the
value of the Assets.
10. Representations, Warranties and Covenants of Seller.
The Seller represents and warrants that:
11.1. Information regarding the Website and Seller Activities. The
Seller represents that the information contained in Exhibit 11.1
attached hereto, is true and correct in all material respects.
11.2. Organization of the Seller. The Seller is a corporation organized
under the laws of the State of Delaware, and on Closing Seller
shall be duly organized, validly existing, and in good standing
under the laws of the State of Delaware, USA.
11.3. Authorization of Transaction. The Seller has full power and
authority (including full corporate power and authority) to
perform its obligations hereunder. Without limiting the
generality of the foregoing, as of the Closing Date, the board of
directors of the Seller and the stockholders of the Seller have
duly authorized the transactions contemplated by the Agreement
and their execution, delivery, and performance by Seller.
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11.4. Non-contravention. To the knowledge of the Seller, neither the
execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i)
violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agency, or court to which the Seller
is subject or any provision of the charter or bylaws of the
Seller or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any Party
the right to accelerate, terminate, modify, or cancel, or require
any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Seller is a party
or by which it is bound, or to which any of its assets is
subject, or result in the imposition of any security interest
upon any of its assets, except where such would not have a
material adverse effect on Seller or its operations. Subject to
the above, in event the Seller was required to give any notice
to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order for
the Parties to consummate the transactions contemplated by this
Agreement, then such notices and/or consents and/or approvals
were filed and/or obtained.
11.5. Title to the Assets. The Seller has good and marketable title to,
or a valid leasehold interest in, the Assets being transferred to
Purchaser and there is no, pledge, lien, encumbrance, charge,
attachment, or other security interest ("Liens") therein. Without
limiting the generality of the foregoing, the Seller has good and
marketable title to all of the Assets to be acquired as part of
this transaction, free and clear of any Lien or restriction on
transfer.
11.6. Legal Compliance. To the knowledge of the Seller, at the Signing
Date the Seller has complied with all applicable laws (including
rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges there under) by any governmental
authority, and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice has
been filed or commenced against of any governmental authority
alleging any failure so to comply.
11.7. Intellectual Property. As used in this Section 12.7,
"Intellectual Property" refers to trademarks, trade secrets,
patents and patent rights, copyrights and applications for the
foregoing, if any, for the Assets being purchased hereunder.
11.7.1. The Seller owns all Intellectual Property necessary or
desirable for the operation of the Business as presently
conducted and as presently proposed to be conducted.
Each item of Intellectual Property owned by the Seller
with respect to the purchased Assets immediately prior
to the Closing hereunder will be owned by the Purchaser
immediately subsequent to the Closing hereunder. The
Seller has taken all reasonable necessary and desirable
action to maintain and protect each item of Intellectual
Property that it owns. It is clarified that non of the
Purchased Trademarks has been registered by the Seller.
11.7.2. To the knowledge of the Seller, in connection with the
Purchased Trademarks, the Seller has not interfered
with, infringed upon, misappropriated, or otherwise come
into conflict with any Intellectual Property rights of
third parties, and none of the stockholders of the
Seller and the directors and officers (and employees
with responsibility for Intellectual Property matters)
of the Seller has ever received any such charge,
complaint, claim, demand, or notice alleging any such
interference, infringement, misappropriation, or
violation (including any claim that the Seller must
license or refrain from using any Intellectual Property
rights of any third party). To the knowledge of any of
the stockholders of the Seller and the directors and
officers (and employees with responsibility for
Intellectual Property matters) of the Seller, no third
party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with
any Intellectual Property rights of the Seller.
11.7.3. With respect to the Purchased Trademarks, The Seller has
not licensed any of its Intellectual Property to any
third party.
11.7.4. To the knowledge of the Seller and with respect to each
patent or registration, which has been issued to the
Seller with respect to any of its Intellectual Property
embodied in the Assets:
11.7.4.1. The Seller possesses all right, title, and
interest in and to the Intellectual Property,
free and clear of any lien, license, or other
restriction;
11.7.4:2. The item is not subject to any outstanding
injunction, judgment, order, decree, ruling,
or charge;
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11.7.4.3. No action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or
demand is pending or is threatened which
challenges the legality, validity,
enforceability, use, or ownership of the
item; and
11.8. Contracts. With respect to the Assets, there are no contracts,
which may adversely affect title to, or create a lien over such
Assets in this transaction.
11.9. Powers of Attorney, With respect to the Assets, there are no
outstanding powers of attorney executed on behalf of Seller.
11.10. Litigation. At the Signing Date, the Seller is not (i) subject to
any outstanding injunction, judgment, order, decree, ruling, or
charge or (ii) a party or is threatened to be made a party to any
action, suit, proceeding, hearing, or investigation of, in, or
before any court or quasi-judicial or administrative agency of
any federal; state, local, or foreign jurisdiction or before any
arbitrator.
11.11. Disclosure. To the knowledge of the Seller, the representations
and warranties set forth above do not contain any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements and information set
forth above not misleading.
11.12. Cooperation. Seller undertakes to cooperate with Purchaser and to
take all reasonably needed action in order to complete the merger
of the database and interfaces as soon as possible.
11.13. Seller undertakes to take all necessary publications required
under applicable law, if any in order to complete the transaction
under this agreement.
12. Representations, Warranties and Covenants of Purchaser.
The Purchaser represents and warrants that:
12.1. Organization of the Purchaser. The Purchaser is a corporation
duly organized, validly existing, and in good standing under the
laws of England.
12.2. Authorization of Transaction. The Purchaser has full power and
authority (including full corporate power and authority) to
perform its obligations hereunder. Without limiting the
generality of the foregoing, as of the Closing Date, the
shareholders and the board of directors of the Purchaser have
duly authorized the transactions contemplated by the Agreement
and their execution, delivery, and performance by Purchaser.
12.3. Non-contravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or
other restriction of any government, governmental agency, or
court to which the Purchaser is subject or any provision of the
charter or bylaws of the Purchaser. Subject to a notification to
the Register of Databases, the Purchaser does not need to give
any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in
order for the Parties to consummate the transactions contemplated
by this Agreement.
12.4. Purchase of the Assets. The Purchaser is experienced in the
fields in which it intends to utilize the Assets, has knowledge
and experience in financial and business matters as to be capable
of evaluating the merits and risks of purchasing the Assets.
12.5. Capacity. The Purchaser has not proposed a compromise or
arrangement to its creditors, has committed an act of liquidation
or bankruptcy, has made a proposal or filed a notice to make a
proposal to its creditors, has had any petition for a receiving
order in liquidation or bankruptcy filed against it, has taken
any proceeding with respect to a compromise or arrangement with
its creditors, has taken any proceeding to have itself declared
bankrupt or wound-up, has taken any proceeding to have a receiver
appointed of any part of its assets, has had any receiver or
other similar officer of the court take possession of any of its
property, or has had any execution or distress become enforceable
or become levied upon any of its material properties.
12.6. The Purchaser covenants that it shall not engage with any of the
Seller's employees unless it received the Seller's approval in
writing and in advance.
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12.7. Disclosure. The Purchaser hereby acknowledges that, to the best
of its knowledge, it had the opportunity, to inquire and receive
sufficient information relating to the Assets and additional
information the Purchaser deemed necessary to enable It to
evaluate the risks inherent in the transaction.
12.8. Co-operation. Purchaser undertakes to cooperate with Seller and
to take all reasonably needed action to order to complete the
merger of the database and interfaces as soon as possible.
12.9. During a period of six months following the Closing Date,
Purchaser shall pay Seller each month, no later than the first
day of the following month, US$ 10,000 as contribution to the
expenses of the marketing of Jcupid by Seller.
13. Management of the Business Prior to Closing: Technical Cooperation by
Seller. Prior to Closing, the Seller will not enter into any material.
transaction with regard to the Website and the Assets, unless agreed to
by Purchaser, and will conduct the business of the Website on a regular
basis without taking upon itself any material obligation or any change
in the course of regular business. Seller shall allocate all necessary
programming time and technical resources necessary to effect the
Database deliveries required under Sections b and 7, above, as
reasonably agreed between the parties' CTOs.
14. Default by Seller; Remedies. The Seller will be in default under this
Agreement If the Seller is in breach of (i) any of its material
covenants contained in this Agreement if such breach is not cured to the
reasonable satisfaction of Purchaser within ten (10) days after notice
of such breach If such breach ,may be cured within such time, or a
reasonable period of time thereafter as such is required, to cure same
or (ii) any of the material representations or warranties of the Seller
contained in this Agreement. In the event of any default hereunder by
the Seller, Purchaser shall give written notice to the Seller and Seller
shall have ten (10) days to cure said default prior to Purchaser's
taking action to enforce its rights. It Is clarified that a breach of
the Due Diligence Representations may be cured under this Section.
15. Default by Purchaser; Remedies. If Purchaser (a) fails to observe or
perform, other than due to a material default or material breach by the
Seller, any of its covenants or obligations contained in this Agreement
and such failure or breach is not cured or commenced to be cured within
ten (10) days of notice from the Seller of such failure or breach or (b)
breaches any of its representations or warranties contained herein,
Purchaser shall be in default. In the event of any such default or
failure hereunder, Seller shall give written notice to Purchaser and
Purchaser shall have ten (10) days to cure said default or failure prior
to Seller's taking action to enforce its rights.
16. Proprietary Rights. Unless expressly referred to, nothing in this
Agreement shall cause the Seller to acquire any right, title, or
Interest in or to any copyrights, trademarks, service marks, trade
secrets, patents or other intellectual property rights of Purchaser, or
to acquire or retain any rights to the Assets, after the Closing Date.
Unless expressly referred to, nothing In this Agreement shall cause the
Purchaser to acquire any right, title, or interest in or to any
copyrights, trademarks, service marks, trade secrets, patents or other
intellectual property rights of Seller, or to acquire or retain any
rights to them prior to the Closing.
17. Confidentiality. The terms and conditions of this-Agreement (including
its financial terms) shall be confidential and shall not be disclosed by
either Party without the other Party's prior written consent. After
Closing the Agreement, on time mutually agreed by the parties, the
parties shall issue a joint press release with respect to the Agreement,
such press release will be attached to this Agreement as Exhibit 17 when
taking into account that Purchaser's Parent is subject to the law and/or
the Rules and Regulations of the Frankfurt Stock Exchange, and Seller
hereby agrees to cooperate with Purchaser insofar as any other press
release or other notifications required by the Rules. Purchaser
undertakes to provide Seller with a draft of the press release mentioned
above within seven days from the signing of this Agreement.
Page 8 of 19
EXECUTION COPY
18. Jurisdiction. This Agreement will be interpreted, construed and enforced
in all respects in accordance with the laws of the State of Israel. The
Parties irrevocably consent to the in-personam jurisdiction of the
courts for the area of Tel Aviv-Yafo, and consent to service of process
by certified mail at its respective address or addresses set forth in
Section 25, below.
19. Attorneys' Fees. In the event of any controversy, claim or dispute
between the parties hereto arising out of or relating to this Agreement
or the interpretation, performance, or breach thereof, the prevailing
party shall be entitled to recover from the other party reasonable
expenses, outside attorneys' fees, and costs incurred therein or in the
enforcement or collection of any judgment or award rendered therein.
20. Broker's Fee. Both parties shall equally share ▇▇▇▇▇ ▇▇▇▇▇▇'▇ broker's
fee in a total amount equal to 1,5% (one and a half percent) of the
Purchase Price, which shall be paid by both parties plus V.A.T, if
necessary, on the Closing Date.
21. Amendment: Waiver. No modification of or amendment to this Agreement, or
any waiver of any rights under this Agreement, will be effective unless
in writing signed by the party to be charged.
22. Waiver and Severability. No failure or delay on the part of either party
in exercising any right or remedy hereunder will operate as a waiver
thereof or any other provision. In the event that any provision of this
Agreement is unenforceable or invalid, such unenforceability or
invalidity will not render this Agreement unenforceable or invalid as a
whole.
23. Headings. The section headings in this Agreement are inserted as a
matter of convenience and in no way define, limit or describe the scope
of such section or affect the interpretation of this Agreement.
24. Entire Agreement. This Agreement, including any and all schedules and
exhibits hereto which are incorporated herein by this reference,
constitutes the entire agreement between the parties with respect to the
subject matter hereof. This Agreement supersedes, and the terms of this
Agreement govern, any prior or collateral agreements, whether oral or
written, with respect to the subject matter hereof with the exception of
any prior confidentiality agreements between the parties.
25. Notices. Any notice required or permitted to be delivered pursuant to
this Agreement shall be in writing and shall be deemed delivered: (a)
upon delivery if delivered in person; (b) three business days after
deposit in registered or certified mail, return receipt requested,
postage prepaid; (c) upon transmission if sent via telecopy, with a
confirmation copy sent via overnight mail, provided that confirmation of
such overnight delivery is received by the sender; (d) one business day
after deposit with a national overnight courier, provided that
confirmation of such overnight delivery is received by the sender; or
(e) upon transmission if sent via e-mail, with a confirmation copy sent
via overnight mail same day, provided that confirmation of such
overnight delivery is received by the sender.
Notices to Seller shall be Notices to Purchaser shall be
delivered to: delivered to:
Point Match Inc. MatchNet plc
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Boulevard.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Suite 800
Attn: Zion Madmon or Nadav Palti ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Fax: ▇▇▇-▇-▇▇▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇▇
E-Mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Fax: ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇@▇▇▇▇▇.▇▇.▇▇ E-mail: ▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Page 9 of 19
EXECUTION COPY
With a copy to: With a copy to:
Adv. Shy Baranov ▇▇▇▇▇ ▇▇▇▇▇▇▇, Advocates
Zysman, Ahroni, ▇▇▇▇▇ -- Law ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇-▇▇▇▇▇▇▇ Fax: ▇▇-▇▇▇▇▇▇▇
E-mail: ▇▇▇▇@▇▇▇-▇▇▇.▇▇.▇▇ E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇
26. Assignment. No party may assign, sublicense, transfer, encumber or
otherwise dispose of this Agreement without the prior written approval
of the other party, which will not unreasonably be withheld, except that
either party may, without the other party's consent, assign this
Agreement or any of its rights or delegate any of its duties under this
Agreement: (a) to any affiliate of such party; or (b) to any purchaser
of all or substantially all of such party's assets required for the
performance of its obligations hereunder or to any successor by way of
merger, consolidation or similar transaction. Any attempted assignment,
sublicense, transfer, encumbrance or other disposal of this Agreement by
either party in violation of this provision will be null and void and
shall constitute a material default and breach of this Agreement. In
such event, the non-assigning party's sole remedy shall be termination
of this Agreement within 45 days after such party receives notice of
such violation. Except as otherwise provided, this Agreement will be
binding upon and inure to the benefit of the parties' successors and
lawful assigns.
27. Relationship. Purchaser and Seller are independent contractors and
neither party is the legal representative, agent, joint venture, or
employee of the other party for any purpose whatsoever. Neither party
hereto has any right or authority to assume or create any obligations of
any kind or to make any representation or warranty on behalf of the
other party, whether express or implied.
28. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute one
and the same instrument,
29. Facsimile Signatures. Any signature page delivered by a fax machine or
telecopy machine shall be binding to the same extent as an original
signature page, with regard to any agreement subject to the terms hereof
or any amendment thereto. Any party who delivers such a signature page
agrees to later deliver an original counterpart to any party who
requests it.
IN WITNESS WHEREOF, the parties herein have executed this Agreement as of the
Effective Date.
POINT MATCH USA INC.: MATCHNET PLC:
By: /s/ Illegible By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------------- --------------------------
Name: Illegible Name: ▇▇▇ ▇▇▇▇▇▇▇
---------------------------- ------------------------
Title: Chairman CEO Title:
---------------------------- -------------------------
Page 10 of 19
EXECUTION COPY
Exhibit 1.8
A sample home page of a Private Label operated by Purchaser
Attached
Page 11 of 19
[GRAPHIC]
EXECUTION COPY
--------------
Exhibit 6.2
form and media of transfer of the Purchaser a copy of the Database
Attached
Page 12 of 19
11/27/2003 5:40 PM
1. JCUPID EXPORT SPECS
2. PROFILE DATA
3. PROFILE
4. For each unique UserID, one row will be exported.
5. Each row will have as its's first column the unique UserID for that member.
6. Field values will be mapped according to attached Excel spreadsheet and
include only values in the export format enumeration or null.
7. Text values will be properly escaped quoted clean of control characters in
the text.
8. Password will appear in plain text.
9. Fields which exist in JCupid but are not present in Matchnet mapping
specifications will be exported with values as stored in JCupid. For these
fields, A value-to-meaning documentation will be provided by Pointmatch.
10. Meanings will be most up to date meanings as presented currently to JCupid
users, both in Hebrew and English.
11. Search criteria will be exported in a separate table.
12. Visibility preferences will be exported in a separate table. (reverse
filter)
13. PHOTOS
14. Both full size and thumbnail photos will be provided.
15. Files will be exported in Windows file storage media.
16. The naming convention for thumbnail photos will be provided.
17. All files should be in jpeg format.
18. Only approved photos will be provided.
19. MATCHES
20. A list of UserIDs of member who where already sent by the matching agent
will be exported in a separate table. The list will include the UserID of
the recipient and the UserID of the matching person who was sent to the
recipient on each row.
21. PURCHASE DATA
22. All New subscription purchase and product data will be provided.
23. All renewal of subscription will be provided.
24. Credit card data will be represented in plain text string format.
25. Blacklisted credit card identification data will be provided.
26. CONTACT DATA
27. Contact information between members will be exported according to the
format in attached Excel spreadsheet.
28. Each communication transaction will be exported on a separate line.
29. TRANSFER FORMAT
30. Data will be exported in the form of a Microsoft SQL Server 2000 database
file.
31. Both Hebrew and English characters will be represented in Unicode. Database
format NVARCHAR of appropriate length.
32. Date and time data will be represented in long date format: YYYY-MM-DD
hh:mm:ss for example 2003-02-25 13:45:03 will represent February 25 2003 at
1:45 pm + 3 seconds.
11/27/2003 5:40 PM
This format will be used regardless of the accuracy to which Pointmatch
currently saves dates. If minutes and seconds are not stored then 00:00
will be represented.
33.0 length strings will be represented as null values. Strings containing
nothing but white space will be considered 0 length strings.
34. Only valid values will be represented. Values which are out of range or not
valid within the fields format or set of meaningful values will be
represented as null.
35. Numeric values will be represented as follows:
i. Integers will include digits only. Example: 1234
ii. Fractions will include a single period (.) as decimal separator.
Example 3.14
iii. Negative numbers will be preceded by the minus sign (-).
36. Boolean values, regardless of how they were stored in the original
database, will be represented in 1 or 0. 1 shall mean true, and 0
representing false.
37. Encrypted values will be represented in decrypted plain text.
38. Columns which are not in use by JCupid will not be exported.
39. Whenever "As is" is mentioned in Excel, the data will be represented
according to the data formatting guidelines herein.
40. In addition to the specific format specified for export, and
nonwithstanding any other specification herein, the full database will be
provided in SQL Server 2000.
41. AFFILIATE SUPPORT
42. List of known search banners / search form hosts will be exported.
43. List of landing pages, the supported URL's given to third parties and the
nature of the content and functionality they support will be provided.
44. List of co-branded sites supported (Portals), along with any special
functionality they provide will be documented and provided.
45. EXTRA DICTIONARIES
46. Country list will be exported with corresponding country ID's used by
JCupid
47. State list in US and Canada will be exported with corresponding state ID's
used by JCupid.
48. EXPECTED TRANSFER PROCESS
49. Upon signing, all proprietary data and specs relating to site operations,
user data and processes, which were withheld as proprietary will be
released to Matchnet.
50. A full schedule of delivery will be developed jointly by Matchnet and
Pointmatch personnel.
51. After signing, Pointmatch will deliver sample data according to the
specifications in the attached Excel spreadsheet and the methods specified
in this document. Such sample should be substantial in size and allow
testing on a large scale the impact and spectrum of Pointmatch membership
data in Matchnet sites.
52. Sample data will be processed by Matchnet and any corrections of
modification will be communicated and resolved with Pointmatch personnel.
53. Before closing, and upon completion of Matchnet integration work of
substantial scale data, a full export of then current Pointmatch databases
will be provided, including photo files.
54. Upon closing, the remainder of new or approved files which were not
exported initially will be provided.
55. Upon closing, the remainder of data accumulated or modified since the
previous data export will be provided to Matchnet.
Export As "foo" annotation means to export the field with the name "foo"
instead of the original column name.
DB tables:
"USERS" - USER PERSONAL DATA (USERNAME PASSWORD, NAME,ETC.) - 1 ROW PER USER
FIELD NAME FIELD TYPE EXPORTED FIELD
---------- ---------- --------------
Userid int as is
Username String (20 chars) as is
Password String(20 chars) as is
englishfname String(30 chars) as is
englishlname String(30 chars) as is
localfname String(30 chars) as is
locallname String(30 chars) as is
birthdate Date as is
lastvisit date as is
regdate Date as is
referring Int as is
resembles String (30 chars) as is
title String (250 char) as is
Image String (30 chars) as is
ipermission Int as is
video String (30 chars) as is
vpermission Int as is
audio String (30 chars) as is
apermission Int as is
emailnotif Int as is
emailmarket Int as is
mailtype Int as is
agentallowed Int as is
maxsearchmatches Int as is
firstvisitcode Int as is
converted Int as is
addtoworldsite Int as is
edate date as is
tnumber Int as is
updated Int as is
cid Int as is
afid Int as is
imframe Int as is
syscomment Char(50) as is
ipedate date as is
Regtime Char(50) as is
"USERPROFILES" - PERSONAL PROFILE - 1 ROW PER USER
FIELD NAME FIELD TYPE EXPORTED FIELD
---------- ---------- --------------
Userid Int as is
Age Int as is
Signcode Int as is
lsonline Int as is
gendercode Int Export as "GenderMask". See mapping.
prefgendercode Int Export as "GenderMask". See mapping.
maritalstatcode Int Export as "MaritalStatus". See mapping
childnumcode Int Export as "ChildrenCount". See mapping
childlivewithme Int Export as "Custody". See mapping
Feelaboutchild Int Export same column name. See mapping
EXECUTION COPY
Exhibit 6.3
Power of Attorney with respect to the registration of the Trademarks
Attached
Page 13 of 19
Appendix #______
IRREVOCABLE POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT We the undersigned Point Match USA Inc.
company organized an existing under the laws of the State of Delaware, having
its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, hereby make, constitute and appoint, irrevocably:
ADVOCATE ELTAN SCMUELI AND/OR ADVOCATE UDI HACKER AND/OR ADVOCATE EFI
ZLIBER OF: ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ AND OR
ADVOCATE ▇▇▇▇ ▇▇▇▇▇▇▇ AND/OR ADVOCATE ▇▇▇ ▇▇▇▇▇▇
Acting solely with full power of substitution, for it and in its name, place and
stead to do all or any of the following matters or things:
(1) To apply before the proper Registrar of Trademarks Registry, in U.S.A.
and/or any other state, to act in My name in order to execute and complete
all necessary action to the purposes as follows:
i. To assign solely our trademarks rights in "Jcupid" and "Jcupidmail"
("THE TRADEMARKS RIGHTS") exclusively and perpetually for and on
behalf of MatchNet Plc., a company organized and existing under the
laws of England, having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
("MATCHNET"), singly. To that end, to apply for the recordal of
transfer of title and ownership, and/or change of name and address and
to take any steps necessary in order to affect the transfer of the
Trademarks Rights to MatchNet. For the avoidance of doubt this
assignment shall not include our trademarks rights in CUPIDUSA.
ii. To act in our name in order to execute and complete all necessary
action to grant of a perpetual, exclusive license to utilize the
Trademarks Rights on the name of MatchNet.
(2) To apply before the proper Registrar of Domain Names, in U.S.A. and/or any
other state, and/or the U.S. Internet Association and/or any other
association, to act in My name in order to execute and complete all
necessary action to assign the domains name "▇▇▇▇▇.▇▇.▇▇" and
"▇▇▇▇▇▇▇.▇▇.▇▇" and "▇▇▇▇▇.▇▇.▇▇" and "▇▇▇▇▇▇▇▇▇.▇▇.▇▇" and
"▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇" and "▇▇▇▇▇▇▇▇▇.▇▇.▇▇" (all: "THE DOMAINS NAMES") for
and on behalf of MatchNet. To that end, the grantee is empowered to apply
for the recordal of transfer of title and ownership, and/or change of name
and address and to take any steps necessary in order to affect the transfer
of the domain names to MatchNet.
(3) To demand, ▇▇▇ for, collect, and receive all right, money, debt, accounts,
legacies, bequests, interest, dividends, annuities, and demands as detailed
in the
Asset Purchase Agreement between MatchNet Plc and Point Match USA
Inc. dated November 27, 2003, and transfer them to MatchNet, as are now or
shall hereafter become due, payable, or belonging to principal, and take
all lawful means, for the recovery thereof and to compromise the same and
give discharges for the same.
In witness whereof, this document is subscribed at ___________________, on the
day of the month of ___________, two thousand and three.
For:
1
EXECUTION COPY
Exhibit 6.4
License with respect to the Trademarks
Will be provided within 14 days of signing
Page 14 of 19
EXECUTION COPY
Exhibit 6.6
Guarantee from Mapal
Attached
Page 15 of 19
exhibit #____
__th December 2003
To:
MatchNet Plc
Wilshire Blvd ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇
Dear Sirs,
RE: LETTER OF GUARANTEE
With regard to the
ASSET PURCHASE AGREEMENT, between you and Point Match USA
Inc. ("PM") dated __ November 2003 (the "APA AGREEMENT"), we hereby agree and
undertake as follows:
1. If either one of the following events occurs during the period of 90 days,
commencing on Closing Date, as defined in the APA Agreement (the "EVENTS"):
i. PM becomes insolvent, or
ii. PM have a receiver or administrator appointed, or
iii. A petition of bankruptcy, voluntarily or involuntarily, will be filed
against PM, and the circumstances giving rise to the filing of such a
petition were not cured within thirty days.
2. And if in consequences of the occurrence of any of the Events, PM will not
be able to execute its obligations under the APA AGREEMENT, we agree and
undertake to defend, indemnify and hold you harmless from and against any
and all damage, claims, costs, expenses, liabilities or losses, including
attorneys' fees and court costs incurred by the occurrence of the Events.
3. In the event payments due under this guarantee are not paid upon demand,
then we shall pay all reasonable costs and solicitors fees necessary for the
collection and enforcement of this guarantee.
4. We warrant and represent that we have full authority to enter into this
guarantee.
5. This guarantee shall be binding upon and inure to the benefit of you, your
successors and assigns.
IN WITNESS whereof we have signed this guarantee on the date and year
first above written
_________________________
Mapal Communications Ltd.
an Israeli company
(company number ________)
1
EXECUTION COPY
Exhibit 6.7
Compliance Certificate
Attached
Page 16 of 19
COMPLIANCE CERTIFICATE
December __, 2003
To:
MatchNet Plc
Willshire Blvd ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇
Ladies and Gentlemen:
Pursuant to Section 6.7 of that certain
Asset Purchase Agreement (the "PURCHASE
AGREEMENT") by and among Match Point USA Inc. (the "SELLER") and MatchNet Plc,
(the "PURCHASER") dated November __, 2003, the undersigned hereby certifies to
the Purchaser that as of the date of Closing (as defined in the Purchase
Agreement):
1. The representations and warranties made by the Seller in Section 11 in the
Purchase Agreement are true and correct on the date of the Closing, and there
was no material adverse effect in the Seller business results.
2. All covenants, agreements and conditions contained in the Purchase
Agreement to be performed or complied with by the Seller at or prior to Closing
have been performed or complied with in all respects.
Very truly yours,
_____________________________
Zion Madmon
Chief Executive Officer
EXECUTION COPY
Exhibit 10.2
Non-Compete undertaking
Attached
Page 17 of 19
exhibit # ___
__th December 2003
To
MatchNet Plc
Wilshire Blvd ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇
Dear sir,
Re: NON-COMPETITION WARRANTY
In consideration of the Purchase Price paid for certain assets by the
Purchaser, as detailed in the
ASSET PURCHASE AGREEMENT, dated __ November 2003
(the "APA USA AGREEMENT"), we, the undersigned, severally and not jointly,
agree and undertake as follows:
1. Not to compete, directly or indirectly, with you, nor your business and its
successors and assigns, in the area of Online Dating that is targeted for
Israelis and/or Jewish users ("THE COMPETITION FIELD") during and for a
period of three (3) years commencing on the Closing Date, unless otherwise
agreed between the Parties or their affiliates in writing.
2. Each of the undersigned, severally, approves that he/it acknowledges and
agrees that because of the worldwide access of the Internet and World Wide
Web, the provisions of this NON-COMPETITION WARRANTY are reasonable with
respect to the scope of restriction, duration and the geographic scope and
are reasonably necessary to protect the value of the Assets which be given
in detail in the APA USA AGREEMENT.
3. By signing on this NON-COMPETITION WARRANTY, we undertake to avoid from
investing in the Competing Field in excess of 5%, or more of the beneficial
interest of any company or venture. For the avoidance of doubt, our
obligation above shall not include investing in the Competing Field of up
to 5% or less, of the beneficial interest of any company or venture, or
investment in any amount in MatchNet, or Mapal's indirect investment of
7.5% in Ami Channels Ltd..
4. This NON-COMPETITION WARRANTY shall be binding upon and inure to the
benefit of you and us, our successors and assigns.
5. Terms, which are used in this warranty and are not defined, will have the
meaning as in the APA USA AGREEMENT.
-------------------------- ---------------------------
Mapal Communications Ltd ▇▇▇▇▇▇ ▇▇▇▇
-------------------------- ---------------------------
Zion Madmon Nimrod Lev
1
Execution Copy
Exhibit 11.1
Representations
Attached
Page 18 of 19
Cupid.co.II ▇▇▇▇▇▇.▇▇▇
----------------------------------------------------------- -------------------------
03-???? 03-???? 03-???? 03-???? 03-???? 03-????
----------------------------------------------------------------------------------------------------------------------------------
MEMBERSHIP:
----------------------------------------------------------------------------------------------------------------------------------
Number of new members 25,563 22,721 23,049 4,298 3,980 4,224
----------------------------------------------------------------------------------------------------------------------------------
Number of registered members at the end of We do not keep record of number of 278,897 119,360 122,705 126,366
each period registered users in the past, so we can
provide only the number of registered
users as of current date. The active
database contains records of members that
were active after January 1, 2003 and
members that were subscribers in the past
regardless if they are active in 2003. An
inactive database contains members that
were active in 2002 and not active in 2003.
----------------------------------------------------------------------------------------------------------------------------------
Number of registered members in non-active 103,852 none
database
----------------------------------------------------------------------------------------------------------------------------------
Number of members with good external We do not validate emails, so we do not 225,330 115,730 119,075 122,736
email address as of October 31, 2003 have absolute number of good emails. The
represented numbers are of all emails
(good and bad)
----------------------------------------------------------------------------------------------------------------------------------
Number of unique members (including 86,082 30,017
newly registered members) that have
logged in October
----------------------------------------------------------------------------------------------------------------------------------
Number of unique logins in the last 133,519 44,324
90 days
----------------------------------------------------------------------------------------------------------------------------------
Number of unique logins in the last 188,115 63,964
180 days
----------------------------------------------------------------------------------------------------------------------------------
Number of gay members Information is provided from the active 7,460 2,665
database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of lesbians Information is provided from the active 5,730 1,218
database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual females Information is provided from the active 105,249 47,699
database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual females with Information is provided from the active 21,208 11,777
photos database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual males Information is provided from the active 160,458 77,345
database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of heterosexual males with Information is provided from the active 44,590 16,109
photos database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Number of members under the age Information is provided from the active 10,240 68
of 18 database and from the inactive database
(see above).
----------------------------------------------------------------------------------------------------------------------------------
Financial Data: (cupid - NIS
including VAT, jcupid - $)
▇▇▇▇▇.▇▇.▇▇ ▇▇▇▇▇▇.▇▇▇
--------------------------------------------------- ---------------------------------
03-?????? 03-?????? 03-?????? 03-?????? 03-?????? 03-??????
-------------------------- --------- --------- --------- --------- ---------
Number of new subscriptions - total 2,723 2,397 2,373 1,085 1,003 1,063
Number of new subscriptions - 1 month 1,570 1,370 1,321
Number of new subscriptions - 3 months 1,032 922 928
Number of new subscriptions - 6 months 121 105 124
Revenue from New Subscriptions 354,423 312,282 332,547 42,087 40,764 44,254
(including SMS)
Number of points purchases 838 840 950
Revenue from Points 56,055 55,830 63,220
Number of renewals 3,607 3,647 3,885 983 987 1,074
Revenue from renewals 233,890 237,460 256,305 19,309 19,347 20,860
Number of sole SMS purchases (not ▇▇▇ ▇▇▇ ▇▇▇
including SMS purchases as part of
subscription)
Revenue from sole SMS purchases (not 3,660 3,420 4,385
including SMS purchases as part of
subscription)
Revenue from SMS included in new 4,145 4,920 3,400
subscriptions
Revenue from SMS - total 7,805 8,340 7,785
Revenue from Advertising 106,796 81,968 72,846
Number of active subscriptions as of 9,050
Nov 24, 2003 3,482
Number of paying points holders 8,556
Number of free subscriptions as of Nov 17,236 20,988
24, 2003
Number of members with good email We do not validate emails, 41,062
address that have subscribed ever so we do not have absolute
number of good emails. The
represented numbers are of
all emails (good and bad)
Revenue in Checks 9,900
Revenue in Deposits 12,055
Revenue in Cash 360
Note: The data in this spreadsheet is based on the systems' databases as of November 25, 2003
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▇▇▇▇▇.▇▇.▇▇ ▇▇▇▇▇▇.▇▇▇
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Number of subscribers with expiration date after 12/25/2003 (as of 11/25/2003) 2,666 1,740
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Revenue of May 2003 including vat (Cupid-NIS, Jcupid-$) 557,262 54,737
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Number of points in effect (as of 11/26/2003) 32,826
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Registered 2/2003-7/2003 (see note1) 144,998 33,912
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Revenues 2/2003-7/2003 (see note1) (Cupid-NIS, Jcupid-$) 3,420,939 316,463
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AFFILIATES REGISTRATION
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Registered through affiliates 2/2003-10/2003 (see note2) 86,071
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Registered total 2/2003-10/2003 (see note2) 178,058
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Note1: About 9000 profiles were imported to Jcupid on 5/2003
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Note2: Since we do not keep deleted profiles in ▇▇▇▇▇.▇▇.▇▇, the numbers
represented here are lower than the calculation of registered users in the other
table, which was based on member id sequence. However, these numbers represent
accurately the ratio between the total registration number and the number of
registrations through affiliates.
----------------------------------------------------------------------------------------------------------
Note3: The data in this spreadsheet is based on the systems' databases as of
November 25, 2003
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EXECUTION COPY
Exhibit 18
Press release
Attached
Page 19 of 19
[MatchNet plc LOGO]
PRESS RELEASE (November 27, 2003)
MatchNet(R) plc Signs Agreement to Purchase ▇▇▇▇▇▇▇.▇▇.▇▇ and ▇▇▇▇▇▇.▇▇▇
LOS ANGELES, CA- MatchNet plc (MHJG: Frankfurt Stock Exchange - Prime Standard),
one of the largest providers of online personals worldwide, today announced that
it had signed agreements with Point Match Ltd., of Tel Aviv, Israel, to purchase
certain assets, including Cupidon(R).▇▇.▇▇, the leading internet personals
service in Israel, and JCupid(R).com, which is a competitor of MatchNet's
JDate(R).com.
"This deal cements MatchNet's leadership position in the Jewish online personals
market," said ▇▇▇ ▇▇▇▇▇▇▇, Chairman and CEO of MatchNet, "and is an important
step in our strategy, is to spread our success in the Jewish community with
JDate and expand it outside the English speaking world."
"JDate is unique in the online personals industry in its market penetration in
the US," added Shapira, "and has provided MatchNet with a solid foundation to
enable the growth of AmericanSingles(R) into one of the world's largest
personals sites. This transaction will allow us to consolidate our base and
expand in both the Jewish and general markets."
About MatchNet plc:
MatchNet plc is one of the world's largest providers of online dating services.
The MatchNet network includes AmericanSingles(R).com, FaceLink(R).com,
▇▇▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇▇▇.▇▇.▇▇, and ▇▇▇▇▇▇▇▇.▇▇▇.▇▇. In addition, the Company
operates JDate(R).com & ▇▇▇▇▇.▇▇.▇▇, the dominant Jewish dating services
worldwide; Glimpse(TM).com, an online dating community for relationship-minded
gay men and women; and CollegeLuv(TM).com, an online destination for the
college-age demographic. MatchNet was incorporated in England in 1998. More
information is available at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
For More Information:
Media: ▇▇▇▇ ▇▇▇▇▇▇
+ 1 323 836 3000 ext. 815
▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Investors: Elmar ▇▇▇
+ 49 69 74 09 37 ▇▇
▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
# # # #
▇▇▇▇▇▇▇▇ plc
Registered in England - Company Number 3628907
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Telephone: + ▇ ▇▇▇ ▇▇▇ ▇▇▇▇ - Fax ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
